BEFORE THE 

DEPARTMENT OF TRANSPORTATION 

WASHINGTON, D.C.

 

 ) 

Joint Application of ) 

 ) 

JetBlue Airways Corporation ) Docket OST-2013-_____________ 

 ) 

and ) 

 ) 

Emirates ) 

For a Statement of Authorization ) 

Pursuant to 14 C.F.R. Part 212 (Code-sharing) ) 

 ) 

JOINT APPLICATION OF JETBLUE AIRWAYS CORPORATION 

AND EMIRATES FOR A BLANKET STATEMENT OF AUTHORIZATION 

Communications with respect to this document should be directed to: 

Richard M. Ward 

Senior Vice President Legal 

Emirates 

Emirates Group Headquarters 

P.O. Box 686, Dubai 

United Arab Emirates 

+971-4-708-2180 

James G. Hnat 

Executive Vice President & 

General Counsel 

Robert C. Land 

Senior Vice President for Government 

Affairs & Associate General Counsel 

JetBlue Airways Corporation 

27-01 Queens Plaza North 

Long Island City, NY 11101 

(718) 709-3089 

 

David Heffernan 

Wilmer-Hale 

1875 Pennsylvania Avenue, NW 

Washington, DC 20006 

(202) 663-6360 

david.heffernan@wilmerhale.com 

Counsel for Emirates 

Jonathan B. Hill 

J. Parker Erkmann 

Dow Lohnes PLLC 

1200 New Hampshire Ave., NW 

Washington, DC 20036 

(202) 776-2000 

jhill@dowlohnes.com 

perkmann@dowlohnes.com 

 

Counsel for 

JetBlue Airways Corporation 

May 14, 2013 
1 

BEFORE THE 

DEPARTMENT OF TRANSPORTATION 

WASHINGTON, D.C.

 

 ) 

Joint Application of ) 

 ) 

JetBlue Airways Corporation ) Docket OST-2013-_____________ 

 ) 

and ) 

 ) 

Emirates ) 

For a Statement of Authorization ) 

Pursuant to 14 C.F.R. Part 212 (Code-sharing) ) 

 ) 

JOINT APPLICATION OF JETBLUE AIRWAYS CORPORATION 

AND EMIRATES FOR A BLANKET STATEMENT OF AUTHORIZATION 

 JetBlue Airways Corporation (“JetBlue”) and Emirates (“EK”), a designated carrier of 

the United Arab Emirates, (together, the “Joint Applicants”) hereby apply for a blanket statement 

of authorization pursuant to 14 C.F.R. Part 212 authorizing the following codeshare services: the 

display of JetBlue’s “B6” designator code on passenger flights operated by EK between (a) any 

point or points in the United States and any point or points in the United Arab Emirates (either 

nonstop or via intermediate points), and (b) any point or points in the United Arab Emirates or 

the United States and any point or points in any third country that has an Open Skies Agreement 

with the United States. 

On May 6, 2013, the Joint Applicants entered into a Passenger Code Share Agreement 

(“Codeshare Agreement”) for the purpose of transporting passengers to and from points served 

by Emirates.1 A list of the initial code-sharing routes is attached hereto as Exhibit 2.2 JetBlue 

 

1 A copy of the Codeshare Agreement, with certain sensitive commercial information 

redacted, is attached hereto as Exhibit 1. Annexes 2 and 4-6 to the Codeshare Agreement have 

been omitted because they contain technical information; Annex 3 has been omitted because it 

contains sensitive commercial information. 
2 

and Emirates plan to initiate the proposed codeshare services on the routes listed in Exhibit 2 on 

or about September 1, 2013. 

The Codeshare Agreement follows a One Way Passenger Code Share Agreement dated 

April 1, 2012 between the Joint Applicants. In docket DOT-OST-2012-0052, JetBlue sought and 

received a blanket statement of authorization to display Emirates’ EK designator code on certain 

JetBlue flights.3

The Joint Applicants respectfully request that the Department award the requested 

authority promptly to facilitate marketing and advance sales of these new codeshare services. In 

that regard, JetBlue requests a waiver of the Department’s 45-day advance notice requirement in 

14 C.F.R. § 212.10(d)(2) in order to effectuate this arrangement.

In support of this application, the Joint Applicants respectfully state as follows: 

1. Approval of this application is consistent with applicable bilateral and 

multilateral air transport agreements and the public interest. The proposed codeshare services 

are consistent with the terms of the bilateral Open Skies Agreement between the United Arab 

Emirates and the United States.4

 These services will represent a valuable service enhancement 

for passengers traveling between the United States and the United Arab Emirates. 

2. Approval of this application is consistent with long-standing precedent and 

Department policy. The Department has consistently granted applications for Statements of 

Authorization involving implementation of various codeshare/block space arrangements where 

those arrangements were pro-competitive and in the public interest. This Application satisfies 

that standard, as it will enable Emirates and JetBlue to offer the flying public an enhanced 

 2

 JetBlue and Emirates request that the Department treat this application as the 30-day 

notice of the codeshare service set forth in Exhibit 2 that is required under the standard terms and 

conditions of an approved Statement of Authorization. 

3

 Notice of Action Taken dated April 5, 2012, as amended by Notice of Action Taken 

dated September 25, 2012, Docket DOT-OST-2012-0052. 

4 See Air Transport Agreement between the Government of the United States of America 

and the Government of the United Arab Emirates, Art. 8.7, dated April 13, 1999.
3 

network and more services. In addition, the Department has confirmed in its international 

aviation policy statement that codeshare/block space arrangements are in the public interest as 

they provide the benefits of increased service and competition: 

Code sharing and other cooperative market agreements can provide a cost 

efficient way for carriers to enter new markets, expand the system and obtain 

additional flow traffic to support their operations by using existing facilities and 

scheduled operations. 

60 Fed. Reg. 21,841, 21,842 (May 3, 1995). 

3. JetBlue5

 and Emirates6 already hold the broad underlying authority to 

conduct operations on the codeshare routes, and thus only a Statement of Authorization is 

required to institute these services. 

 4. Pursuant to DOT’s Notice in the Matter of Blanket Notification of Code-Share 

Service to Open-Skies Partners and Points dated February 9, 2009, the Joint Applicants hereby 

provide blanket notice of their intent to engage in codeshare services between open skies points. 

JetBlue and Emirates also agree to notify the Department no later than 30 days before 

commencing any codeshare services to non-open skies points and to inform the Department of 

the codeshare market(s) to be served and the date on which the services will begin. 

 5. JetBlue and EK will conduct their code-sharing activities in compliance with Part 

257 of the Department’s economic regulations and any other applicable rules and regulations. 

JetBlue and EK accept the Department’s standard conditions on code-sharing services. 

 

5

 JetBlue holds certificate authority issued by the Department authorizing it to engage in 

scheduled interstate air transportation of persons, property and mail between any points in the 

United States, see Order 2000-2-7, as well as certificate authority for foreign air transportation to 

open skies countries, see Order 2007-7-3.

6

 Emirates holds a foreign air carrier permit issued pursuant to Order 2004-12-7 which 

authorizes EK to provide scheduled foreign air transportation of persons, property and mail from 

points behind the United Arab Emirates, via the United Arab Emirates and intermediate points, 

to a point or points in the United States, and beyond the United States. See Order 2004-12-7 in 

Docket DOT-OST-2002-13203. 

Exhibit 1 

Codeshare Agreement Between 

JetBlue and Emirates 
Passenger Code Share Agreement 

between 

Emirates and JetBiue Airways Corporation 

This Agreement is made on May 2

"d 2013. 

BETWEEN 

EXECUTION COPY 

EMIRATES, a corporation duly organised and existing under the laws of the United Arab Emirates, 

having its principal place of business at Emirates Group Headquarters, Airport Road, Post Office Box 

686, Dubai, United Arab Emirates (EK or Operating Carrier as appropriate) 

AND 

JetBiue Airways Corporation, a corporation duly organised and existing under the laws of United 

States of America, having its principal place of business at 27-01 Queens Plaza North, Long Island 

City, New York 11101 (86 or Marketing Carrier as appropriate) 

WHEREAS 

Following the One Way Passenger Code Share Agreement signed on 1"1 April 2012, and pursuant to 

the bilateral Air Services Agreement between the governments of the United Arab Emirates and the 

United States of America. EK and 86 wish to establish code sharing arrangements such that certain 

flights operated by EK between points in the USA and Dubai and beyond, as specified in Annex 1 

shall carry the airline designator codes of both EK and B6, and both EK and B6 may sell seats on 

such flights, thus extending the range of services available to the travelling public to their mutual 

benefit. 

NOW THEREFORE, the Parties agree in consideration of the mutual covenants contained in this 

Agreement: 

1. Definitions and interpretation 

1.1 In this Agreement, unless the contrary intention appears: 

Agreement means this document, the Annexes and any document expressly incorporated as part of this 

Agreement; 

Annex means an annex to this Agreement; 

AIRIMP means the AT A/lATA Reservations Interline Message Procedures; 

Airline Guide means the printed and electronic data version of the 'OffiCial Airline Guide' and respective 

successors; 

Article means an article of this Agreement; 

Carrier means either EK or 86 and Carriers means EK and 86; 

Code means the two or three character designator assigned to an airline by lATA which, when prefiXed 

to particular letters or numbers, constitutes a reference (flight numbers) used to identify a particular 

flight, such designator as at the Commencement Date being "B6" in the case of B6 and EK in the case of 

EK; 

Code Share Flights means those flights, or services, of EK to which Code Sharing applies as set out at 

Annex 1; 

Code Sharing and Code Share means the practice whereby, pursuant to agreement between two or 

more carriers, a particular flight operated by one of those carriers is identified by reference to two or more 

distinct flight numbers, each of which shall be prefixed with the Code of one or more of the other carriers; 
EXECUTION COPY 

Under a Code Share flight the Operating Carrier operates the flight related to a number of passengers on 

behalf of the Marketing Carrier, like a subcontractor whilst the Marketing Carrier is the contractual partner 

of the passenger for the flight operated by the Operating Carrier. 

Commencement Date means the date specified in Article 19.1; 

Confidential lnfonnation means information relating to the business, affairs, operations, clients and 

customers of a Party which (a) has been identified as confidential; (b) from the circumstances in good 

faith should be treated as confidential; or (c) the Parties ought reasonably to know is confidential, such 

information including, without limitation, the terms and conditions of this Agreement; 

CRS means a Computer Reservations System owned or operated by any entity, including either Party to 

this Agreement, that contains information about commercial airline schedules, passenger fares, 

passenger tariff rules and flight availability that is made available to travel agents and other non-airline 

entities to facilitate their ability to make reservations and issue tickets; 

Designated Representative means the representative appointed by each Party pursuant to Article 24; 

Government Approval means any authorisation, license, certification, exemption, designation, consent, 

order, permit, qualifiCation, filing, registration or other approvals necessary and required by any 

Government Authority in the applicable jurisdictions to permit the transactions contemplated by this 

Agreement in any applicable jurisdiction; 

Government Authority means any federal, national, local or other governmental, regulatory or 

administrative authority, agency, commission or any court or judicial body in any applicable jurisdiction; 

lATA means the International Air Transport Association; 

Mart<eting Carrier means the carrier whose code is shown in the 'carrier box' of a flight coupon for Code 

Share Flight but which is not the Operating Carrier; 

Operating Carrier means the carrier having operational control of the aircraft with which a Code Share 

Flight is performed; 

Party means either EK or 86 and Parties means EK and 86; 

Price means any fare, rate or charge for the carriage of passengers and their baggage on the Code 

Share Flights as agreed to by the Parties [and the conditions governing the availability of such fare, rate 

or chatge] as set out at Annex 3; 

Reservation System means the internal online passenger reservations system used by the personnel of 

an airline that contains information about flight schedules, fares, passenger tariff rules and flight 

availability of that airline and other carriers, and provides the ability to make reservations and issue 

tickets; 

Seamless Inventory Methodology means the Operating Carrier will share its inventory with the 

Marketing Carrier using a seamless (free flow) inventory methord on the Code Share Flights. Detailed 

procedures for implementing and administering seat inventory are set forth in Annex 2, which may be 

adjusted pursuant to a written agreement between both Parties from time to time; and 

Schedule Period means an lATA summer or winter season as used in air carrier schedules. 

1.2 In this Agreement, except where the context otherwise requires: 

(a) any reference to the plural includes the singular and vice versa; 

(b) the headings of Articles are for convenience only and shall not be used to interpret provisions 

of this Agreement or otherwise affect the substantive provisions; 

(c) any reference to a person includes natural persons, corporate bodies, partnerships, firms, 

unincorporated bodies, governments, government and other public authorities and all legal 

persons whatsoever; 

2 
EXECUTION COPY 

(d) airport and city names are denoted by their three-letter code as defined in the latest edition of 

lATA's Airline Coding Directory; and 

(e) in the event of any inconsistency between the Articles of this document and any Annex, this 

document shall prevail to the extent of the inconsistency. 

1.3 Where used in connection with passenger and baggage transportation, any terms used but 

not defined in this Agreement shall have the meaning, where applicable, consistent with the 

lATA Interline Traffic Agreement- Passenger as set out in lATA Resolution 780, Attachment 

'A,' "lATA Interline Traffic Agreement-Passenger," and other applicable lATA resolutions. 

1.4 International industry procedures and agreements relating to the interlining of passengers and 

baggage, including those in the lATA Interline Traffic Agreement-Passenger, shall apply to the 

Code Share Flights except where inconsistent with the terms of this Agreement (in which case 

the terms of this Agreement shall prevail) or as otherwise specified in this Agreement. 

1.5 Detailed procedures for implementing this Agreement are set out in the Annexes, such Annexes 

hereby incorporated as an integral part of this Agreement. 

1.6 This Agreement has been the subject of detailed negotiation between the two Parties, and the 

rule of construction to the effect that any ambiguities in language are to be construed against 

the drafting party shall not be employed in the interpretation of this Agreement. 

2. Commencement and Government Approvals 

2.1 Subject to Article 2.2, EK and 86, with effect from the Commencement Date and as provided 

for in Article 19.1, shall operate Code Share Flights in respect of the flight sectors specified at 

Annex 1. 

2.2 Each Party agrees to file with the relevant Government Authorities, and agrees to support the 

other Party's applications for any statements of authorisation, licences, certifications, 

exemptions, designations or other Government Approvals as may be necessary to permit the 

transactions contemplated by this Agreement, including the use of the Marketing Carrier's 

Code, along with that of the Operating Carrier, on the Code Share Flights. The implementation 

of this Agreement is subject to each Party obtaining all necessary Government Approvals. 

2.3 Notwithstanding any of its other provisions, this Agreement shall be subject to the orders, 

directives, rules and regulations of any applicable Government Authorities. 

2.4 The Marketing Carrier agrees that, notwithstanding any provision of this Agreement to the 

contrary, the Code Share Flights shall be conducted by the Operating Carrier in accordance with 

all relevant laws, orders, rules and regulations of any lawful authority having jurisdiction in any 

way affecting or respecting the air transportation services provided by the Operating Carrier. 

3. Code Sharing 

3.1 Code Share Flights shall be operated with EK aircraft. EK shall be deemed to be the 

Operating Carrier and 86 shall be deemed to be the Marketing Carrier. 

3.2 The Operating Carrier will share its seat inventory, with the Marketing Carrier using the 

Seamless Inventory Methodology on the Code Share Flights. Detailed procedures for 

implementing and administering seat inventory are set forth in Annex 2. 

3.3 Code Share Flights shall carry the Codes and flight numbers of both Parties. 

3.4 This Agreement is limited to the carriage of commercial passengers (that is, passengers who 

pay twenty-five percent (25%) or more of the applicable published fare) and any 

accompanying infants (i.e. aged less than two years and not occupying a seat on the flight) 

and their baggage. 

3.5 All travel industry rebated transportation (including, without limitation, AD and ID 

transportation) on Code Share Flights shall be administered by the Operating Carrier 

according to its own rules and procedures and according to the terms and conditions 

3 
EXECUTION COPY 

contained or referenced in any relevant agreements between the Operating Carrier and other 

parties, including the Marketing Carrier. 

3.6 Any aircraft utilised pursuant to this Agreement is the property of the Operating Carrier or is 

otherwise in the sole possession of the Operating Carrier and nothing in this Agreement shall 

be construed as conferring on the Marketing Carrier any right or interest in such aircraft, the 

Marketing Carrier's rights and interests with respect to the aircraft being limited solely to the 

purchase of Saleable Passenger Capacity from the Operating Carrier in accordance with the 

terms of this Agreement. 

3. 7 Each Party will do and perform such further acts as are necessary to ensure the full 

performance of its respective obligations under this Agreement. 

4. Inventory Management 

The Operating Carrier will share its seat inventory with the Marketing Carrier on the Code 

Share Flights using a Seamless Inventory Methodology in accordance with the detailed 

procedures for implementing and administering seat inventory set out at Annex 2. 

5. Price, Accounting and Taxes 

5.1 The Marketing Carrier will pay to the Operating Carrier a sum in respect of its seat inventory 

on the Code Share Flights as set out at Annex 3. 

5.2 Either Party has the right at any time to request an adjustment to the Prices in line with 

general market and economic conditions prevailing on the flight sectors served by the Code 

Share Flights. 

5.3 Upon receipt of such request as referred to in Article 5.2 the Parties shall negotiate in good 

faith with respect to such request, any adjustment to be agreed in writing between the Parties. 

5.4 The accounting procedures to be followed by the Parties under this Agreement are set out at 

Annex 3. 

5.5 Each Party shall be liable for and shall pay on its own account any and all taxes, duties and 

assessments, or appropriate portion thereof, levied by any Government Authority resulting 

from their respective sale of seats on Code Share Flights under this Agreement. 

5.6 The Operating Carrier will pay to the Marketing Carrier a codeshare commission of 9% on the 

value the seat inventory booked using the Marketing Carrier's code on Codeshared Flights. 

The value of seat inventory is set out in Annex 3. 

6. Distribution 

6.1 To the extent permitted by applicable laws and regulations and any guidelines and 

instructions of any relevant Government Authorities, and to the extent that it is technically 

feasible (and unless prohibited by a third party CRS), the Parties shall arrange the best 

attainable preferential display for both Parties' Code Share Flights within each Carrier's 

Reservation System and through any applicable direct access capability either Party may 

have with any other CRS used by travel agents, corporate clients, or staff of non-airline 

entities for the purpose of making airline reservations. 

6.2 To the extent permitted by applicable laws and regulations and any guidelines and 

instructions of any relevant Government Authorities, the Parties shall use their best efforts to 

have the Code Share Flights included in all industry schedule publications including, without 

limitation (a) the Official Airline Guide and similar passenger schedule information; and (b) 

Reservation Systems and CRSs. 

6.3 The Marketing Carrier shall ensure that, in all relevant publications, including those referred to 

in Article 6.2, it is clear that the Code Share Flights are operated by the Operating Carrier with 

the Marketing Carrier as a Code Share partner. 

4 
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6.4 Notwithstanding the provisions of this Article 6, the Marketing Carrier shall ensure that all 

passengers booked under its Code are appropriately informed at the time of reservation/ 

ticketing of the identity of the Operating Carrier of the Code Share Flights. 

7. Facilities 

7.1 A passenger is deemed to have been placed on a Code Share Flight as a passenger of the 

Marketing Carrier if such passenger travels using (a) a ticket naming the Marketing Carrier in the 

"carrier" box of the ticket; or (b) a ticket which is endorsed to or revalidated on the Marketing 

Carrier, whether issued by the Marketing Carrier or any other carrier (excluding the Operating 

Carrier). 

7.2 The Marketing Carrier's passengers travelling on a Code Share Flight shall receive, at the 

Operating Carrier's expense, the same on-board services, and the same passenger and 

baggage handling facilities, as the Operating Carrier's passengers travelling in the same class of 

service on that Code Share Flight. On-ground services which shall be provided to the Marketing 

Carrier's passengers are set out at Annex 4. 

7.3 In-flight announcements on Code Share Flights will refer to the Code Share Flights as being 

operated in co-operation with the Marketing Carrier. 

8. Execution of Code Share Flights 

8.1 The Code Share Flights shall be operated by the Operating Carrier in accordance with its own 

standards and procedures, and in compliance with all applicable regulations and 

requirements of the relevant aeronautical authorities. The Operating Carrier shall bear all 

operating costs of the Code Share Flights, and the Marketing Carrier shall not be liable for, or 

required to bear, any such costs except as otherwise provided for in this Agreement. 

8.2 The Operating Carrier shall retain full and exclusive control over the operation of the Code 

Share Flights and shall be responsible, without limitation, for pilotage, flight plan clearance, 

flight navigation of the aircraft and for ensuring that the aircraft is operated in accordance with 

its certification and all applicable regulations. 

8.3 The Operating Carrier shall have the right, at its absolute discretion and without any liability or 

obligation towards the Marketing Carrier or any third party, and except as provided in Article 

8.5, to 

(a) delay, cancel, re-route, re-schedule, divert or interrupt any of the Code Share Flights; 

(b) operate a substitute aircraft type; or 

(c) reduce the payload of the aircraft on account of unfavourable weather or any 

other operational reasons 

And, in such event, prompt notice shall be given by the Operating Carrier to the Marketing 

Carrier. 

8.4 In the event of Code Share Flight cancellations or other schedule irregularities that interrupt 

Code Share Flights announced 24 hours or more before scheduled departure time, each 

Party or its nominated agent shall assume responsibility for notifying its own passengers and 

making necessary arrangements for alternative transportation, the costs and expenses 

incurred for such alternative transportation to be borne by each Party in respect of its own 

passengers. 

8.5 In the event of flight delays, cancellations, diversions, or other schedule irregularities that 

interrupt the Code Share Flights within 24 hours prior to scheduled departure time or after 

scheduled departure time, the Operating Carrier shall hold the Marketing Carrier free and 

harmless from, and shall be responsible for all passenger-related expenses, claims and 

liability in terms of flight delays, cancellations, diversions, or other schedule irregularities that 

interrupt the Code Share Flights in accordance with its own General Conditions of Carriage, 

and: 

5 
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(a) the Operating Carrier or its nominated agent shall, with the assistance of the other 

Party, if available, make necessary arrangements to transport the passengers of the 

Marketing Carrier to their destination, the costs and expenses incurred for such 

alternative transportation to be borne by the Operating Carrier; 

(b) passengers of the Marketing Carrier shall be entitled to receive services, 

compensation and benefits from the Operating Carrier equivalent to those provided to 

the Operating Carrier's passengers in the same class or category of travel, under 

such circumstances; and 

(c) the Operating Carrier undertakes not to transfer the costs to the Marketing 

Carrier of providing such services, compensation and benefits to the 

Marketing Carrier's passengers as are set out in this Article 8, the Operating 

Carrier to charge to the Marketing Carrier only the Prices as set out at Annex 3. 

9. Security 

9.1 The Operating Carrier shall apply its own security programmes with regard to the carriage of 

passengers, baggage, cargo and mail on board the Code Share Flights, and such 

programmes shall, at a minimum, comply with the standards set out by relevant Government 

Authorities. 

9.2 Subject to compliance with the standards referred to in Article 9.1, the Operating Carrier's 

security programme referred to in that Article shall: 

(a) be reasonably acceptable to the Marketing Carrier with the understanding that safety 

and security are of utmost importance to both Carriers; and 

(b) include applicable procedures for the physical screening of passengers, 

baggage, interviewing of passengers and selective loading of baggage, cargo 

and mail. 

9.3 The Parties agree to cooperate in matters of security procedures, requirements and 

obligations at all airports served by Code Share Flights. 

1 0. Safety Audit and Inspection 

10.1 The Marketing Carrier has the right to audit, at its own cost, the Operating Carrier's 

operations before the Code Share Flights start and not more frequently than once every 

twelve (12) months thereafter. 

10.2 Audits conducted by the Marketing Carrier may cover the areas of flight operations, ground 

operations, maintenance, crew training, security and overall quality assurance as far as they 

reasonably relate to safe operation with airworthy aircraft. Such audits shall, where 

appropriate, identify safety findings which must be resolved by the Operating Carrier within 

sixty (60) days, unless otherwise agreed by the Marketing Carrier. Failure by the Operating 

Carrier to adhere to this requirement will be considered by the Marketing Carrier to be 

grounds for termination of this Agreement pursuant to Article 19.3(c). 

10.3 The Marketing Carrier shall co-ordinate any audits conducted pursuant to this Article 10 with 

the Operating Carrier so as to avoid disruptions to the Operating Carrier's operations. 

10.4 The results of audits of the Operating Carrier conducted by the Marketing Carrier are 

confidential and will only be communicated to the Operating Carrier. The Marketing Carrier 

may only disclose the results of such audits to third parties with the written agreement of the 

Operating Carrier or where so required by applicable law or order from a court or Government 

Authority. 

10.5 Notwithstanding any other provision of this Article 10, the Operating Carrier is solely 

responsible for all aspects of its operations, including safety, security and service of the Code 

Share Flights. 

6 
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10.6 If the Operating Carrier is currently registered on the IAT A Operational Safety Audit (IOSA) 

Registry as an IOSA Operator, the Marketing Carrier may request lATA to provide a copy of 

the most recent IOSA Audit Report (IAR) of the Operating Carrier. The Operating Carrier will 

permit IAT A to release the IAR to the Marketing Carrier, such IAR to be in lieu of, or in 

addition to, any audit provided for in this Article 10, at the sole discretion of the Marketing 

Carrier. 

10.7 The Operating Carrier's IAR is confidential and the Marketing Carrier may only disclose it to 

third parties with the written agreement of both IAT A and the Operating Carrier or as required 

by applicable law or order from a court or Government Authority. 

10.8 The Operating Carrier shall notify the Marketing Carrier within 24 hours of any accident, or 

serious or mandatory reportable incident occurring to its aircraft during operation of the Code 

Share Flights. Such notification shall be followed, within thirty (30) days, by an initial 

investigation report provided by the Operating Carrier containing all pertinent facts of the 

event and any known causal factors. These requirements are in addition to any immediate 

emergency or disaster notification required under Article 25. The Marketing Carrier shall have 

the right, at its sole discretion and cost, to independently investigate any safety incident or 

accident which results in death or serious injury to passengers, or crew, or substancial 

damage to the Operating aircraft. 

For the purposes of this Article, the term 'mandatory reportable incident' means any safety 

event where the Operating Carrier is obliged to notify its Civil Aviation Authority, or Regulatory 

body; 'serious injury' means any injury which results in hospitalisation of the person for a 

period exceeding forty eight hours; The National Transportation Safety Board (NTSB) 

definition of "substantial damage" means damage or structural failure that adversely affects 

the structural strength, performance or flight characteristics of the aircraft, and that would 

normally require major repair or replacement of the affected components. (Not considered 

"substantial damage" are engine failure damage limited to the engine, bent fairings or 

cowlings, dented skin, small puncture holes in the skin or fabric, or damage to landing gear, 

wheel, tires, flaps, engine accessories, brakes or wing tips). 

10.9 The Operating Carrier's accident and incident reports are confidential and any safety 

investigation conducted by the Marketing Carrier is confidential. The Marketing Carrier may 

only disclose them to third parties with the prior written agreement of the Operating Carrier or 

where so required by applicable law or order from a court or Government Authority. 

11. Representations and Warranties 

Each Party represents and warrants to the other as follows: 

(a) It is a duly incorporated and validly existing corporation under the laws of its 

jurisdiction and incorporation; is an air carrier duly authorised to act as such by 

the government of its country of incorporation and operation; and has the 

requisite corporate power and authority to enter into and perform its obligations 

under this Agreement to carry out the terms, conditions and provisions hereof; 

(b) the execution, delivery and performance of this Agreement by it have been duly 

authorised by all necessary corporate action; 

(c) this Agreement has been duly executed, delivered by it and constitutes a legal, 

valid and binding obligation, and will not contravene any provision of, or 

constitute a default under, any other agreement or instrument to which it is a 

party or by which it or its property may be bound, except as the enforceability 

may be limited by applicable laws of bankruptcy, insolvency, re-organisation, 

moratorium or other similar laws affecting creditor's rights generally; and 

(d) all obligations required pursuant to this Agreement or relating to this 

Agreement will be conducted in full compliance with all applicable 

international, federal, state, emirate and local laws, statutes, orders, rules, 

regulations and decrees. 

7 
12. Trademarks and Corporate Identity 

12.1 Each Party acknowledges and agrees that it: 

EXECUTION COPY 

(a) has no right, title or interest in the other Party's logos, trademarks, trade 

names, service name or styles except use of the same as set out in this 

Agreement; and 

(b) will take no action that infringes, abridges, jeopardises, undermines or 

reduces the value of, or in any way dilutes, the other Party's ownership of its 

own marks and other intellectual property. 

12.2 EK will not, through any medium, use the name "Jet81ue Airways," "Jet81ue" or "86" or any logo, 

trademark, trade name, service name, service mark or style which [86 uses, except as provided 

in this Agreement, without the express written consent of 86, and 86 will not, through any 

medium, use the name "Emirates" or "EK" or any logo, trademark, trade name, service name, 

service mark or style which EK uses, except as provided in this Agreement, without the express 

written consent of EK. 

12.3 Notwithstanding Article 12.1, both Parties acknowledge that information regarding the Code 

Share Flights will be disseminated in CRSs and Reservation Systems displays and airline 

guides, and that the Marketing Carrier's advertising and other communications shall refer to the 

fact that the Code Share Flights are operated by the Operating Carrier. 

12.4 Each Party (the Indemnifying Party) shall indemnify the other Party (the Indemnified Party) 

against any expenses, costs or damages arising out of any claim brought against the Indemnified 

Party alleging that its use of any logo, trademark, trade name, service name, service mark or 

style of the Indemnifying Party infringes the intellectual property rights of a third party, provided 

that: 

(a) the Indemnified Party has complied with the requirements of Articles 12.1 and 12.2 

regarding the use of the Indemnifying Party's logo, trademark, trade name, service 

name, service mark or style; and 

(b) the Indemnified Party notifies the Indemnifying Party of any such claim as soon as 

reasonably practicable after it becomes aware of the claim, 

the Indemnifying Party to have, at its discretion, sole control of the defence and all 

negotiations for settlement of the claim. 

13. Confidentiality and Disclosure of lnfonnation 

13.1 Each Party acknowledges and agrees that from time to time, in connection with this Agreement, 

it might be given or have access to certain Confidential Information of the other party. Any such 

Confidential Information is and shall remain exclusively the property of the Party disclosing such 

Confidential Information (the Discloser) and the Discloser shall retain all right, title and interest 

therein. The Party receiving such Confidential Information (the Recipient) shall hold in 

confidence and safeguard all such Confidential Information and the Recipient shall make use of 

any such Confidential Information solely for the purpose of performing its obligations or 

exercising its rights under this Agreement. The Recipient shall not disclose, reveal or 

communicate any Confidential Information to any other party without the express prior writen 

consent of the Discloser. 

13.2 Each Party shall take all action necessary or appropriate to maintain the confidentiality of the 

Confidential Information, and Confidential Information shall be returned, deleted or destroyed by 

the Recipient upon the Discloser's request. 

13.3 Information received from a Party shall not be deemed to be Confidential Information, and the 

Recipient shall have no confidentiality or non-disclosure obligations with respect to such 

information, which is: 

(a) already known as of the Commencement Date to the Recipient from sources other than 

the Discloser, provided that such source is not known by the Recipient to be bound by a 

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confidentiality agreement with the Discloser or otherwise to be prohibited from disclosing 

such information to the Recipient by a contractual, legal or fiduciary obligation; 

(b) publicly known through no wrongful act of the Recipient; 

(c) received by the Recipient from a third party without similar restriction and without breach 

of this Agreement or applicable law; 

(d) independently developed by the Recipient without use of Confidential Information; 

(e) approved for release to a third party by written authorisation of the Discloser; or 

(f) disclosed pursuant to the lawful requirement of a court of competent jurisdiction or 

Government Authority. 

13.4 Upon termination or expiration of this Agreement, each Party shall ensure that any and all 

Confidential Information, copies and other materials provided to it by the other Party are 

immediately returned, deleted or destroyed at the request of the other Party (with the 

understanding that a Party, with respect to electronic Confidential Information, may maintain 

archival copies). 

13.5 Nothing in this Article 13 shall require either Party to disclose any of its Confidential Information 

to the other Party, the decision to disclose remaining always in the sole discretion of each Party 

in respect of its own Confidential Information. 

14. Conditions of Carriage 

14.1 The contract of carriage between the Marketing Carrier and its passengers that travel on 

Code Share Flights shall be governed by the General Conditions of Carriage of the Marketing 

Carrier. 

14.2 The General Conditions of Carriage of each Party shall continue to reflect the conditions of 

the lATA Inter Carrier Agreement on Passenger Liability, 1995 

14.3 In the event of a conflict or inconsistency between the policies and procedures or General 

Conditions of Carriage of the Operating Carrier and the General Conditions of Carriage of the 

Marketing Carrier which cannot be resolved through the mutual cooperation of the Parties, or 

which must be resolved immediately due to operational urgency, then the Operating Carrier 

may conduct its services with respect to all Code Share passengers in conformity with its own 

policies and procedures and/or General Conditions of Carriage, as the case may be, provided 

that the obligations of the Operating Carrier and the Marketing Carrier to the passenger shall 

remain in accordance with all relevant IAT A procedures, industry practices and other 

regulatory requirements. 

14.4 In the event that either Party shall amend its General Conditions of Carriage during the term 

of the Agreement (including, for the avoidance of doubt, with regard to its liability for 

passenger injury or death), it shall give written notice of such amendment to the other Party 

within a reasonable period and, if either Party shall so require, the Parties shall review and, if 

they agree it is necessary, amend the terms and conditions set out in this Agreement. 

14.5 The Marketing Carrier acknowledges that the Operating Carrier's liability under this 

Agreement is limited to that permitted in the Operating Carrier's General Conditions of 

Carriageor as imposed by applicable law whichever is higher. Any special agreement under 

which 86 assumes obligations not imposed by law or any waiver of rights or defences 

conferred by law or any special declaration of interest in delivery at destination contemplated 

in Articles 22 Montreal Convention 1999 or Warsaw Convention (as amended) shall not 

affect the Operating Carrier or render it liable unless agreed to by it in writing. 

15. Liability, Indemnity and Claims 

15.1 Subject to (0 the rights of the Operating Carrier set out in Article 8.3 and (ii) the liability limitations 

set forth in Article 14.5, the Operating Carrier shall indemnify and hold harmless the Marketing 

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Carrier, its directors, officers, employees, agents, contractors and subcontractors from all 

liabilities, damages and claims of whatever nature and however caused, including all 

reasonable costs and expenses incidental thereto, unless caused by or attributable to the 

gross negligence or wilful misconduct of the Marketing Carrier, its directors, officers, employees, 

agents, contractors and subcontractors, including, without limitation, liabilities and claims in tort, 

contract or breach of statutory duty arising out of or in any way connected with the Code Share 

Flights with respect to: 

(a) loss of or damage to the aircraft of the Operating Carrier (other than loss of or 

damage to such aircraft caused by an agent, contractor or subcontractor of the 

Marketing Carrier); 

(b) death of or injury to, and loss of or damage to property of, any third party to 

this Agreement; 

(c) death of, injury to or mishandling of passengers and loss of or damage to their 

baggage (including those of the Marketing Carrier) carried or to be carried in 

the aircraft of the Operating Carrier, and delay in the transportation of such 

passengers and baggage; 

(d) death of or injury to the crew members or other personnel of the Operating 

Carrier, or provided by the Operating Carrier, whilst performing duties on 

board the aircraft of the Operating Carrier; and 

(e) any other damage, liability, demands, fines, costs or expenses (including, without 

limitation, any imposts by Government Authorities or regulatory bodies, other than those 

referred to in Articles 5.5 and 5.6) resulting from or connected with the operation of the 

aircraft of the Operating Carrier or the transportation of its payload as described in this 

Agreement with regard to CodeShare Flights, 

and any reference to aircraft in this Article 15.1 shall be deemed to be a reference to any 

aircraft used in connection with this Agreement. 

15.2 With regard to claims: 

(a) the Marketing Carrier shall give the Operating Carrier prompt notice of any claim made 

against the Marketing Carrier to which the indemnity by the Operating Carrier set out in 

Article 15.1 may apply; 

(b) the the Operating Carrier shall have sole control of the defense and all related 

settlement negotiations, except that the Marketing Carrier may participate in the defense 

and all related settlement negotiations at its own cost and expense. Failure to comply 

with these conditions will not result in a waiver of indemnification unless the party from 

which the indemnity is sought was prejudiced; 

(c) any claims arising out of personal injury, death, property damage, flight delays, baggage 

loss or any other claims made by the passengers of the Marketing Carrier transported by 

the Operating Carrier pursuant to this Agreement shall be handled by the Operating 

Carrier in accordance with its own claims handling procedures, which shall be applied to 

claims of the passengers of the Marketing Carrier in the same manner and using the 

same standards as those for the passengers of the Operating Carrier; 

(d) for purpose of clarity, the Operating Carrier hereby represents and warrants to the 

Marketing Carrier that its claims handling procedures mentioned above are fully in 

accordance with all relevant IAT A rules and regulations and further assures that all 

claims will be dealt with in accordance with the standards of claims handling of the 

international airline industry; 

(e) in the event of a major loss the Marketing Carrier has, if it so desires, the right to 

assist its injured ticketed passengers and their families (and in assisting such 

passengers assumes no liability for any claims). 

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(h) provide that, except in respect of any provisions for cancellation or automatic termination 

specified in the policy or any endorsement thereof, the cover provided may only be 

cancelled or materially altered in a manner adverse to the Additional Insureds by 

insurers giving not less than thirty (30) days notice in writing except that, with respect to 

war and allied perils coverage, such period of notice shall be seven (7) days or such 

lesser period as may be customarily available; and 

(i) provide that the Additional Insureds shall have no responsibility for premium and 

insurers shall waive any rights of set-off or counterclaim against the Additional Insureds. 

16.4 The Operating Carrier shall bear the cost of any deductibles applicable under its insurances and 

the Marketing Carrier shall not bear or contribute any portion thereof. 

16.5 Seven (7) days prior to the Commencement Date and at every renewal of each of the insurance 

policies required to be held by the Operating Carrier pursuant to this Agreement, the Operating 

Carrier shall provide certificate(s} of insurance issued by its insurer or insurance broker 

evidencing compliance to the insurance requirements stated under Articles 16.1 and 16.3 of this 

Agreement to the Marketing Carrier. 

16.6 In the event of failure on the part of the Operating Carrier to provide the certificate(s) of insurance 

as required under clause 16.5, and in the event of liability or expense incurred by the Marketing 

Carrier as a result of such failure by the Operating Carrier, then the Operating Carrier hereby 

agrees to indemnify the Marketing Carrier for all reasonable expense (including reasonable 

brokerage fees and expenses associated with establishing the right to indemnity) incurred by the 

Marketing Carrier as a result of such failure by the Operating Carrier. 

16.7 The reference to aircraft in this Article 16 shall be deemed to be a reference to any aircraft used 

in connection with this Agreement. 

1 7. Force Majeure 

17.1 Notwithstanding any other provision of this Agreement, neither Party shall be liable to the 

other in respect of any failure or delay to fulfil its obligations under this Agreement (excluding 

the obligations under this Article 17 and any obligation to pay money under this Agreement, 

but without prejudice to accrued rights and liabilities) if such failure is due to: 

(a) government interference, direction or restriction, war or civil commotion; or 

(b) labour disputes involving complete or partial stoppage of work, restrictive practices or 

strikes threatened or actual, riots, lock-outs, blockade, hijacking, embargo, acts of 

God, fire, flood, weather conditions, epidemics, quarantine, requisition of aircraft, loss 

or breakdown or accident to the aircraft of the Operating Carrier or any other cause, 

which is beyond the control of the Party pleading the operation of this Article 17, or 

results from action taken to protect the safety of passengers and/or property which 

are reasonably deemed to be in jeopardy by the captain of the aircraft, 

provided that the Party affected by any of the above immediately notifies the other Party in 

writing of such failure or inability to fulfil such obligations. 

17.2 The affected Party shall use its reasonable efforts to minimize the unfavourable 

consequences of any event referred to in Article 17.1 above for the other Party. 

17.3 In the event that the cause that has given rise to the failure or delay cannot be removed by 

the affected Party within a period of sixty (60) days, or within such other extended period as 

the Parties may have agreed upon in writing, the unaffected Party shall have the right to 

terminate this Agreement by giving 1 0 days written notice to the other Party. 

1 8. Exclusion of Consequential Damages 

Subject to the liabilities set out in Article 15, neither Party will be liable to the other for any 

indirect, special, incidental or consequential damages, including lost revenues, lost profits, or lost 

prospective economic advantage, whether or not foreseeable and whether or not based on 

contract, tort, warranty claims or otherwise in connection with this Agreement, or the products or 

12 
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services provided under this Agreement, and each Party hereby releases and waives any claims 

against the other regarding such damages. 

19. Tenn, Tennination and Survivorship 

19.1 This Agreement shall come into effect on [insert date] and shall remain in force for a period of 

1 (one) year (Initial Term), and unless terminated by either Party giving 6 (six) months written 

notice to the other prior to the expiry of the Initial Tenn the Agreement shall automatically 

renew and continue to be in force (Extended Term) unless terminated by either Party giving 6 

(six) months written notice to either Party. 

19.2 In the event that the notice period specified in Article 19.1 above expires before the last day of 

a Schedule Period, then such notice period shall be deemed not to expire (regardless of its 

actual date of expiry) until the end of that Schedule Period. 

19.3 Notwithstanding Articles 19.1 and 19.2 and without prejudice to its other rights and remedies, 

either Party may terminate this Agreement with immediate effect, without need of judicial 

recourse and without any obligation or liability to the other Party, if: 

(a) the other Party is in default in the perfonnance of any of its material obligations under 

this Agreement or, in the case that the breach in question is non-material, if there has 

been a material number of non-material breaches of the Agreement by the other Party 

during the twelve months up to and including the date of the relevant breach, and such 

default has not been remedied within thirty (30) days after written notice thereof detailing 

such default and requiring its prompt rectification was given to the other Party. 

Notwithstanding the above provisions of Article 19.3(a), however, it is understood and 

agreed that billing defaults (known as billing disputes) will be dealt with in accordance 

with standard revenue accounting procedures and within prescribed time limits as set 

out in the lATA Revenue Accounting Manual and shall not be defaults meriting the issue 

of such default notice; 

(b) the other Party becomes insolvent, goes into liquidation or fails to pay its debts when 

due or makes an assignment for the benefrt of creditors, or files for protection from its 

creditors under any applicable laws relating to bankruptcy or insolvency or a trustee or 

receiver or liquidator is appointed for the other Party or a substantial part of its assets is 

destroyed or disposed of, or bankruptcy, liquidation, insolvency or similar proceedings 

are instituted by or against the other Party under the laws of any jurisdiction or the other 

Party ceases to remain in the business of passenger air transportation; 

(c) the other Party fails to comply with all applicable safety practices and regulations; 

(d) the other Party withdraws or is suspended or withdrawn from participation in the lATA 

Clearing House; or 

(e) this Agreement is disapproved by any Government Authority having supervisory 

jurisdiction over that Party or if one or more of any necessary rights, licences, pennits 

and approvals necessary for the perfonnance of the Code Share Flights are at any time 

withdrawn or revoked. 

19.4 Notwithstanding the tennination of this Agreement, each Party shall fulfil all of its obligations 

which have accrued prior to the effective date of such termination (including, for the 

avoidance of doubt, any debt or monetary obligation to or indemnification of the other Party), 

and any totally or partially unperformed contracts of carriage entered into by the Marketing 

Carrier on any Code Share Flight taking place after the termination of this Agreement shall be 

construed as obligations to be discharged by the Marketing Carrier and the Marketing Carrier 

shall have the option to either provide the carriage itself or to endorse the same to any other 

carrier including, without limitation, to the Operating Carrier. 

19.5 On the expiration or termination of this Agreement both Parties will: 

(a) immediately cease the use of the other Party's trade marks and other intellectual 

property; 

13 
EXECUTION COPY 

(b) ensure that the flight designator of the Marketing Carrier is removed from all reservations 

systems, timetables, displays, schedules and other publications in relation to all previous 

Code Share Flights with effect as soon as is reasonably possible (in relation to 

computerised publication) and with effect from the next published edition (in relation to 

printed publications); 

(c) immediately use its best endeavours to notify all customers who have purchased tickets, 

any portion of which is unused for what were Code Share Flights, that the Marketing 

Carrier prefix no longer applies to that flight nor does that flight have any association with 

the Marketing Carrier and to ensure that no tickets are issued which show a Marketing 

Carrier Code pursuant to this Agreement; and 

(d) return, delete or destroy all Confidential Information as set out in Article 13.4. 

19.6 The Parties agree that, notwithstanding the termination or expiration of this Agreement, and 

no matter the reason, the indemnities set out in Article 15 and the confidentiality obligations 

set out in Article 13 of this Agreement shall all survive such termination or expiration and shall 

continue in full force and effect, as shall any other provision of this Agreement which, either 

expressly or from its nature, is intended to survive the termination or expiration of this 

Agreement. 

20. Dispute resolution 

20.1 If any dispute arises between the Parties relating to the interpretation, application or performance 

of this Agreement or relating to any right or obligation based on or related to this Agreement, the 

Parties shall firstly endeavour to settle such dispute by means of negotiation. 

20.2 If the Parties fail to reach a settlement by negotiation: 

(a) the dispute shall be referred to and finally settled by arbitration in accordance with lATA 

Resolution 780, Attachment 'A,' "lATA Interline Traffic Agreement - Passenger," Article 9 

- Arbitration; 

(b) such arbitration may be initiated by either Party at any time after the Parties fail to settle 

a dispute by negotiation, by written request to the lATA Director General and Chief 

Executive Ofcer; and 

(c) the venue of such arbitration shall be London (United Kingdom) and all verbal and 

written proceedings in connection with such arbitration shall exclusively be, and shall be 

conducted, in the English language. 

20.3 Without prejudice to the generality of Articles 20.1 and 20.2, any dispute which arises in 

relation to billing and settlement between the Parties pursuant to this Agreement shall be 

dealt with in accordance with the applicable rules of the lATA Revenue Accounting Manual. 

21. Relationship of the Parties 

At all times under this Agreement the relationship of the Parties shall be that of independent 

contractors. Neither Party is intended to have, and neither of them shall represent to any 

other person that it has, any power, right or authority to bind the other, or to assume, or to 

create any obligation or responsibility, express or implied, on behalf of the other except as 

expressly provided by this Agreement or as otherwise permitted in writing. Nothing in this 

Agreement shall be construed to create between the parties a partnership, joint venture, 

employment relationship, franchise or agency. 

22. Non-exclusivity and Competition 

22.1 This Agreement is non-exclusive and does not preclude either of the Parties from entering 

into new marketing relationships or maintaining existing marketing relationships, including 

Code Sharing, with other carriers or pursuing the acquisition of any routes between any point 

through either route acquisition or the normal government to government bilateral process. 

14 
EXECUTION COPY 

22.2 Nothing in this Agreement confers, or shall be interpreted as conferring, any rights on either 

Party to restrict the other Party's ability to maintain or charge such rates, tariffs, markets, 

services, marketing and distribution methods and competitive strategies or to engage in full 

competition with each other and with other airlines as it may decide in its absolute discretion. 

23. No Third Party Beneficiary 

Nothing in this Agreement is intended, or shall be construed, to confer upon or give any 

person other than the Parties any rights or remedies under or by reason of this Agreement. 

24. Designated Representatives and Notices 

24.1 All matters relating to this Agreement and all correspondence relating to its implementation shall 

be dealt with exclusively between the head offices of the Parties. 

24.2 Each Party will appoint a Designated Representative(s) as the primary contact with the 

other Party to manage and facilitate all facets of co-operation as set out in this 

Agreement. The Designated Representative(s) of each Party and their designation and 

address and SIT A, facsimile, telephone and email details shall be those as set out in 

Annex 5. 

24.3 All notices, requests, demands and other communications under this Agreement shall be in 

writing and shall be delivered personally (including by courier) or mailed by registered mail, return 

receipt requested or given by facsimile transmission or communicated via e-mail to the 

Designated Representative(s) at the addresses set out at Annex 5 (or to such other address as a 

Party may specify by notice given to the other pursuant to this provision) and shall be deemed to 

be received when so delivered. 

25. Emergency Co-operation Procedures 

25.1 The Parties will negotiate in good faith a separate agreement for emergency co- operation 

procedures within 6 (six) months of the Commencement Date and, until such time as such 

procedures are finalised, the emergency procedures of the Operating Carrier shall be applied 

with reasonable consideration of the Marketing Carrier's requirements. 

25.2 The Parties shall co-operate in alleviating any emergency or disaster on a Code Share 

Flight, beginning with immediate advice to the other Party of the emergency or disaster, 

emergency contact details for the Parties set out at Annex 6. 

26. Assignment 

Neither Party may assign or otherwise transfer any of its rights or obligations under this 

Agreement to any third party without the prior written consent of the other Party. 

27. Severability 

Any provision of this Agreement which is declared void or unenforceable by any Government 

Authority or court shall, to the extent of such invalidity or unenforceability, upon further 

agreement by the Parties, be deemed severable and shall not affect the other provisions of this 

Agreement which shall continue unaffected, provided always that, if any such deletion 

substantially affects or alters the commercial basis of this Agreement, the Parties shall negotiate 

in good faith to amend and modify the provisions and terms of this Agreement as may be 

desirable or necessary in the circumstances. 

28. Waiver 

28.1 There shall be no waiver of any term, provision or condition of this Agreement unless such 

waiver is evidenced in writing and signed by the waiving Party. 

28.2 No omission, failure or delay by either Party in exercising any of its rights under this 

Agreement shall be treated as a waiver thereof, nor shall any single or partial exercise of any 

right preclude the exercise of any other right. For the avoidance of doubt, it is agreed that a 

15 
EXECUTION COPY 

waiver 

oc

of a right on one oclon shaN not constitute a waiver of such 11ght on future 

ns. 

21. Oovemlng Ll

 

This Agrement shal be governed by and construed in a: with the lawa of Eng..,d. 

30. Entlrw Ag..

nt 

This Agreent, Including all Annaxes, constiMH the entire agrement and undendanding of 

writ, 

the Parties 1'81atlng to ita subject mattw, and supersedes all prior agreements, whether oral or 

Article llhan 

expreas or Implied, betwe the Parties concernklg ita subject mater. Nothing in this 

exclude any labilitY of either Party In respect of any fraudulent misrepresentation. 

This Agrement may be moclfied only by further writ

 agrement signed by the PartieS. 

31 . Amendnlent 

The PartieS may, by writn agreement, modify, amend or suplement any term or provision 

of 

made 

this Agre Any modifican, amendment or supplement 11o this Agraamant shall be 

In the form of an amendment In writing, signed by dil authorised of of the 

P8fties, ated to and made a binding part of this Agrement 

32. Cou� 

Thi& Agret may be executed In any number of counterpal' and all counterparts, taken 

together, constitute one Instrument. A party may execute llis Agret by signing any 

countapart. 

IN WITNes WHEREOF, the Partie& have by their duly authorised offecers exacuted this Agreent 

as of the date first above wrlan. 

For and on behalf of 

Emlrataa 

Name: Nabil Sulbln 

TIUe: Divisional Senior Vice President -

Revenue Optimisation and Dlllbulion 

c- ,J � Signature: 

. 

Data: 0,6) D 5" I J 3 

For and on behalf of 

JatBiue Airway. Corponln 

Name: Robin Haya 

Title: Chief Commercial Ofr 

16 


Exhibit 2

Initial Codeshare Routes
Route 

DXB-DFW 

DXB-IAD 

DXB-IAH 

DXB-JFK 

DXB-MXP 

MXP-JFK 

DXB-LAX 

DXB-SEA 

DXB-SFO